##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K/A
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 1-14164
 SUN-TIMES MEDIA GROUP,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

95-3518892(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)350 North Orleans Street, 10-S,Chicago, Illinois

60654(Address of Principal Executive
    Office)

(Zip
    Code)   Registrants telephone number, including area code
 (312) 321-2299
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Class A Common Stock par value $.01 per share

New York Stock ExchangePreferred Share Purchase Rights

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K, Form 10-K. Form 10-K
  Form 10-K Form 10-K/A.




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##### 



TABLE OF
    CONTENTS
  SUN-TIMES
    MEDIA GROUP, INC.
  2007
    FORM 10-K/A
   
 PagePART IIIItem 10.


Directors and Executive Officers of the
    Registrant


3Item 11.


Executive Compensation


6Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


30Item 13.


Certain Relationships and Related Transactions


34Item 14.


Principal Accountant Fees and Services


35PART IVItem 15.


Exhibits and Financial Statements


35Offer LetterOffer LetterKey Employee Severance Program Participation AgreementOffer LetterKey Employee Severance Program Participation AgreementCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer   2




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers and Corporate Governance    Name and Age

Position(s) with the CompanyWilliam E. Aziz, 52

DirectorBrent D. Baird, 69

DirectorWilliam G. Barker, III, 49

Senior Vice President and Chief Financial OfficerAlbrecht W.A. Bellstedt Q.C., 59

DirectorHerbert A. Denton, 61

DirectorPeter J. Dey, 67

DirectorCyrus F. Freidheim, Jr., 72

President and Chief Executive Officer, DirectorEdward C. Hannah, 52

DirectorThomas L. Kram, 49

Controller and Chief Accounting OfficerJames D. McDonough, 49

Vice President, General Counsel and SecretaryGordon A. Paris, 54

DirectorGraham W. Savage, 59

DirectorRaymond G. H. Seitz, 67

Chairman of the Board of DirectorsBlair Richard Surkamer, 55

Chief Operating Officer, Sun-Times News GroupG. Wesley Voorheis, 54

Director     William E. Aziz
  Brent D. Baird,
  William G. Barker, III
  Albrecht W.A. Bellstedt Q.C.,
  Herbert A. Denton,
 3




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##### Table of Contents



Peter J. Dey,
  Cyrus F. Freidheim, Jr.
  Edward C. Hannah,
  Thomas L. Kram,
  James D. McDonough,
  Gordon A. Paris
  Graham W. Savage
  Raymond G.H. Seitz
 4




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##### Table of Contents



Blair Richard Surkamer,
  G. Wesley Voorheis,
  Audit
    Committee
    Code of
    Ethics
    Section 16(a)
    Beneficial Ownership Reporting Compliance
  Sun-Times
 5




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##### Table of Contents



Item 11.
    Executive
    Compensation  COMPENSATION
    OF EXECUTIVE OFFICERS AND DIRECTORS
  Compensation
    Discussion and Analysis
    
    our compensation-setting process;
    our compensation philosophy and policies regarding executive
    compensation;
    the components of our executive compensation program; and
    our compensation decisions for fiscal year 2007.    The
    Compensation-Setting Process
  A
    Year-Round Process
    Managements
    Role in the Compensation-Setting Process
    
    designing and recommending compensation plans;
    recommending business performance and individual targets and
    goals;
    evaluating employee performance; and
    recommending salary and bonus levels and long-term incentive
    awards.    Compensation
    Consultants
   6




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##### Table of Contents



Annual
    Evaluation
    Performance
    Objectives
    Competitive
    Compensation Practices
    Total
    Compensation Opportunities
    Performance-Based
    Pay
   7




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##### Table of Contents



Compensation
    Philosophy
    Focus
    on Results and Strategic Objectives
    Emphasis
    on Performance-Based Compensation
    Compensation
    and Performance-Based Pay Should Reflect Position and
    Responsibility
    
    Total compensation opportunity is higher for individuals with
    greater responsibility and greater ability to influence the
    Companys achievement of targeted results and strategic
    objectives.
    As position and responsibility increase, a greater portion of
    the executive officers total compensation opportunity is
    performance-based.
    Long-term incentive compensation opportunity, including
    equity-based compensation, is higher for persons with higher
    levels of responsibility, making a significant portion of their
    total compensation opportunity dependent on long-term stock
    price appreciation and total stockholder return.  Compensation
    Decisions Should Promote the Interests of
    Stockholders
    Compensation
    Should be Reasonable and Responsible
    Compensation
    Disclosures Should be Clear and Complete
   8




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Elements
    of Executive Compensation
  Base
    Salary
      Annual
    Bonus Program
  Sun-Times
  Long-Term
    Incentives
  1 3
   9




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##### Table of Contents



Additional
    Benefits
  W-2
  Our
    Compensation Decisions
    Chief
    Executive Officer
     10




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##### Table of Contents



1 3
  Base
    Salary for Named Executive Officers Other Than
    Mr. Freidheim
    
    the compensation philosophy and guiding principles described
    above;
    the experience and industry knowledge of the named executive
    officers and the quality and effectiveness of their leadership
    at the Company;
    all of the components of executive compensation, including base
    salary, incentive compensation under the annual bonus plan,
    long-term incentive compensation and benefits;
    the mix of performance-based pay to total compensation; and
    the base salary paid to executive officers in comparable
    positions at other media industry companies.   11




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##### Table of Contents



Percentage2007 Annual


IncreaseName

Title

Base Salary


From 2006William G. Barker, III(1)

Senior Vice President and Chief Financial Officer

$
310,000



N/AGregory A. Stoklosa(2)

Former Chief Financial Officer

$
400,000



0
%Blair Richard Surkamer(3)

Chief Operating Officer-Sun-Times News Group

$
316,250



N/AJames D. McDonough(4)

Vice President, General Counsel and Secretary

$
275,000



22
%John J. Martin(5)

Former Vice President of Advertising

$
275,000



N/AJohn D. Cruickshank(6)

Former Chief Operating Officer-Sun-Times News Group

$
400,000



0
%     (1)
    
    Mr. Barker commenced employment with the Company as Senior
    Vice President, Finance on February 19, 2007 and became
    Chief Financial Officer on March 16, 2007.(2)
    
    Mr. Stoklosa ceased to be Vice President and Chief
    Financial Officer of the Company on February 16, 2007 and
    his employment with the Company terminated on March 16,
    2007.(3)
    
    Mr. Surkamer commenced employment with the Company as Vice
    President of Operations on February 12, 2007 and became
    Chief Operating Officer-Sun-Times News Group on October 1,
    2007. On October 8, 2007, Mr. Surkamers base
    salary was increased from $275,000 to $316,250 in recognition of
    his promotion to Chief Operating Officer-Sun-Times News Group.(4)
    
    Effective December 29, 2006, Mr. McDonoughs base
    salary was increased to $275,000 in recognition of his promotion
    to Vice President, General Counsel and Secretary.(5)
    
    Mr. Martin commenced employment with the Company on
    January 22, 2007 and became Vice President of Advertising
    on June 12, 2007. Mr. Martins employment with
    the Company terminated on January 3, 2008.(6)
    
    Mr. Cruickshanks employment with the Company
    terminated on October 3, 2007.  Annual
    Bonus
   12




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##### Table of Contents



Long-Term
    Incentive Plan
    1 3
    Reasonableness
    of Compensation
    Compensation
    Policies
  The
    Tax Deductibility of Compensation Should be Maximized Where
    Appropriate
   13




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##### Table of Contents



Financial
    Restatement
    Compensation
    Committee Report
  Form 10-K
    
 14




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##### Table of Contents



Summary
    Compensation Table for Named Executive Officers
    Non-EquityIncentiveStock


Option


Plan


All otherSalary


Bonus


Awards


Awards


Compensation


Compensation


TotalName and Principal Position

Year


($)


($)


($)(1)


($)


($)


($)


($)Cyrus F. Freidheim, Jr.(2),


2007


$
680,000






$
608,879
(3)









$
12,079
(4)

$
1,300,958President and Chief Executive Officer


2006


$
163,561


$
87,561


$
121,189
(3)













$
372,311William G. Barker, III(5),


2007


$
268,384


$
100,000
(6)

$
8,050














$
376,434Senior Vice President and Chief Financial OfficerGregory A. Stoklosa(7),


2007


$
113,846


















$
1,291,939
(8)

$
1,405,785Former Vice President and Chief Financial Officer


2006


$
400,000






$
240,750
(9)









$
19,691
(10)

$
660,441Blair Richard Surkamer(11),


2007


$
252,962


$
319,062
(12)

$
5,131














$
577,155Chief Operating Officer-Sun Times News GroupJames D. McDonough,


2007


$
275,000






$
76,482










$
9,844
(13)

$
361,326Vice President, General Counsel and Secretary


2006


$
225,000


$
25,000


$
27,694










$
13,090
(13)

$
290,784John J. Martin(14),


2007


$
259,178


$
214,062
(15)













$
27,590
(16)

$
500,830Former Vice President of AdvertisingJohn D. Cruickshank(17),


2007


$
326,154






$
259,896


$
3,003
(18)





$
56,849
(19)

$
645,902Former Chief Operating Officer-Sun Times
    News Group


2006


$
398,462






$
109,750


$
17,312
(18)

$
80,000


$
32,445
(19)

$
637,969     (1)
    
    The amounts in this column (other than $66,255 in 2006 and
    $602,010 in 2007 for Mr. Freidheim (as to which see Note
    (3) to this table below)) reflect the dollar amount
    recognized for financial statement reporting purposes for the
    applicable fiscal year in accordance with Statement of Financial
    Accounting Standards No. 123R Share-Based
    Payment(SFAS No. 123R) with
    respect to (i) awards of DSUs granted in 2005, the vesting
    of which accelerated on August 1, 2007 as a result of a
    change in control of the Company occasioned by the
    Companys controlling stockholder appointing a new majority
    of the Companys Board of Directors; and (ii) awards
    of DSUs granted in 2007. Assumptions used in the calculation of
    these amounts are included in Note 14 to the Companys
    audited financial statements for the fiscal year ended
    December 31, 2007 included in the Companys Annual
    Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 12, 2008.(2)
    
    Mr. Freidheim became President and Chief Executive Officer
    on November 14, 2006. Prior to that date,
    Mr. Freidheim received compensation as a director of the
    Company. Amount shown under Salary for 2006 includes
    $76,000 of cash director fees paid to Mr. Freidheim in 2006
    and amount shown under Stock Awards for 2006
    includes $54,934 in respect of DSUs granted to
    Mr. Freidheim as a director in 2006.(3)
    
    Reflects the dollar amount recognized for financial statement
    reporting purposes for the applicable fiscal year in accordance
    with SFAS No. 123R with respect to (i) awards to
    Mr. Freidheim in December 2007 of 150,000 shares of
    restricted Class A common stock and 386,364 DSUs; and
    (ii) awards to Mr. Freidheim in November 2006 of 7,277
    DSUs (including dividend equivalent DSUs) granted to him as a
    director, 100,000 shares of restricted Class A common
    stock and a stock opportunity award with respect to up to
    400,000 shares of Class A common stock. See
     Our Compensation Decisions  Chief
    Executive Officer and  Employment
    Agreements  Terms of 15




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##### Table of Contents



Freidheim Arrangement for a detailed description of these
    2006 awards. Under SFAS No. 123R, the grant date fair
    value of the awards of restricted Class A common stock are
    being expensed ratably over the applicable vesting periods. The
    grant date fair value of the 200,000-share portion of the stock
    opportunity award that vests based upon the attainment of
    specified price levels for the Companys Class A
    common stock was estimated for financial statement reporting
    purposes using a Monte Carlo simulation model and the estimated
    fair value is being expensed over the median expected vesting
    periods produced by the Monte Carlo simulation. With respect to
    the EBITDA Award portion of the stock opportunity award, under
    SFAS No. 123R, no expense was recognized for financial
    statement reporting purposes for the fiscal year ended
    December 31, 2006 because the relevant performance targets
    and objectives had not been established as of December 31,
    2006, and no expense was recognized for financial statement
    reporting purposes for the fiscal year ended December 31,
    2007 because the Company determined that it was more likely than
    not that the threshold target for the EBITDA Award would not be
    met.(4)
    
    Includes contributions made by the Company under the
    Companys 401(k) plan ($4,600) and perquisites that
    aggregate less than $10,000.(5)
    
    Mr. Barker commenced employment with the Company as Senior
    Vice President, Finance on February 19, 2007 and became
    Chief Financial Officer on March 16, 2007.(6)
    
    Represents a sign-on bonus.(7)
    
    Mr. Stoklosa ceased to be Vice President and Chief
    Financial Officer of the Company on February 16, 2007 and
    his employment with the Company terminated on March 16,
    2007.(8)
    
    Consists of payments made by the Company to Mr. Stoklosa
    pursuant to the Stoklosa Agreement. See
     Potential Payments Upon Termination or Change
    of Control  Named Executive Officers Who Are No
    Longer Employed With the Company 
    Mr. Stoklosa.(9)
    
    Includes $146,250 recognized for financial statement reporting
    purposes for the fiscal year ended December 31, 2006 in
    accordance with SFAS No. 123R in respect of
    accelerated vesting of DSUs triggered by the termination of
    Mr. Stoklosas employment with the Company. See
     Potential Payments Upon Termination or Change
    of Control  Named Executive Officers Who Are No
    Longer Employed With the Company 
    Mr. Stoklosa.(10)
    
    Includes contributions made by the Company under the
    Companys 401(k) plan ($7,875), executive life insurance
    premiums paid on Mr. Stoklosas behalf by the Company
    ($4,200) and perquisites that aggregate less than $10,000.(11)
    
    Mr. Surkamer commenced employment with the Company as Vice
    President of Operations on February 12, 2007 and became
    Chief Operating Officer-Sun-Times News Group on October 1,
    2007.(12)
    
    Consists of a sign-on bonus ($130,000) and a guaranteed bonus
    ($189,062).(13)
    
    For 2007, includes contributions made by the Company under the
    Companys 401(k) plan ($4,600), executive life insurance
    premiums paid on Mr. McDonoughs behalf by the Company
    ($1,395) and perquisites that aggregate less than $10,000.(14)
    
    Mr. Martin commenced employment with the Company on
    January 22, 2007 and became Vice President of Advertising
    on June 12, 2007. Mr. Martins employment with
    the Company terminated on January 3, 2008.(15)
    
    Consists of a sign-on bonus ($25,000) and a guaranteed bonus
    ($189,062).(16)
    
    Includes a payment made by the Company to Mr. Martin in
    consideration for a non-competition agreement ($25,000) and
    perquisites that aggregate less than $10,000.(17)
    
    Mr. Cruickshanks employment with the Company
    terminated on October 3, 2007.(18)
    
    Reflects the dollar amount recognized for financial statement
    reporting purposes for the applicable fiscal year in accordance
    with SFAS No. 123R with respect to options to acquire
    shares of Class A common stock awarded to
    Mr. Cruickshank pursuant to the Companys 1999 Stock
    Incentive Plan. Assumptions used in the calculation of these
    amounts are included in Note 14 to the Companys audited
    financial statements for the fiscal year ended
    December 31, 2007 included in the Companys Annual
    Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 12, 2008.(19)
    
    For 2007, includes accrued vacation paid to Mr. Cruickshank
    upon the termination of his employment ($23,672), executive life
    insurance premiums paid on Mr. Cruickshanks behalf by
    the Company ($6,190) and perquisites consisting of executive
    long-term disability insurance premiums paid on
    Mr. Cruickshanks behalf 16




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##### Table of Contents



by the Company, compensation for editorial contributions, an
    automobile allowance, use of a Company-owned automobile with an
    estimated value of $4,500 for the portion of 2007 during which
    Mr. Cruickshank was employed with the Company and
    reimbursement of club membership dues and parking fees, none of
    which individually exceeds $25,000.  Grants of
    Plan-Based Awards in Fiscal 2007
  All OtherStock


GrantAwards:


DateEstimated Possible Payouts Under


Estimated Future Payouts


Number of


FairNon-Equity Incentive


Under Equity


Shares of


Value ofPlan Awards


Incentive Plan Awards


Stock or


StockGrant


Threshold


Target


Maximum


Threshold


Target


Maximum


Units


AwardsName

Date


($)


($)


($)


(#)


(#)


(#)


(#)


($)(1)Cyrus F. Freidheim, Jr.


12/14/07
(2)


























150,000


$
180,00012/18/07
(3)


























386,364


$
494,546$
680,000
(4)

$
1,360,000
(4)


















William G. Barker, III(5)


12/14/07
(6)


























50,000


$
60,00012/18/07
(7)


























88,068


$
112,72712/21/07
(8)


























26,124


$
38,14112/21/07
(9)














13,062



26,124



52,248






$
19,071$
58,125


$
232,500


$
465,000



















Gregory A. Stoklosa(10)


































Blair Richard Surkamer(11)


12/18/07
(12)


























89,844


$
115,00012/21/07
(13)


























23,174


$
33,83412/21/07
(14)














11,587



23,174



46,348






$
16,917James D. McDonough


12/14/07
(15)


























50,000


$
60,00012/18/07
(16)


























78,125


$
100,00012/21/07
(17)


























15,449


$
22,55612/21/07
(18)














7,725



15,449



30,898






$
11,278$
34,375


$
137,500


$
275,000



















John J. Martin(19)


































John D. Cruickshank(20)





$
75,000


$
300,000


$
600,000



















     (1)
    
    Computed in accordance with SFAS No. 123R, which, in
    the case of Estimated Future Payouts Under Equity Incentive Plan
    Awards, is based on achieving threshold performance.(2)
    
    Consists of a grant of 150,000 restricted shares as a bonus for
    2007 that vests 100% on December 12, 2008, subject to
    continued employment on that date.(3)
    
    Consists of a grant of 386,364 DSUs that vests 33 1/3% on each
    of December 18, 2008, 2009 and 2010, subject to continued
    employment on that date.(4)
    
    Under the Freidheim Arrangement, Mr. Freidheim was eligible
    for an annual bonus for 2007 (with a target bonus of 100% of
    base salary and a maximum bonus of 200% of base salary) based on
    performance against EBITDA-based targets, payable 50% in cash
    and 50% in shares of the Companys Class A common
    stock. The Freidheim Arrangement did not contain a stated
    threshold possible payout. See  Employment
    Agreements  Terms of Freidheim Arrangement.(5)
    
    Mr. Barker commenced employment with the Company as Senior
    Vice President, Finance on February 19, 2007 and became
    Chief Financial Officer on March 16, 2007.(6)
    
    Consists of a grant of 50,000 DSUs as a bonus for 2007 that
    vests 100% on December 12, 2008, subject to continued
    employment on that date.(7)
    
    Consists of a grant of 88,068 DSUs that vests 33 1/3% on each of
    December 18, 2008, 2009 and 2010, subject to continued
    employment on that date. 17




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##### Table of Contents



(8)
    
    Consists of a grant of 26,124 DSUs that vests 33 1/3% on each of
    February 13, 2008, 2009 and 2010, subject to continued
    employment on that date. The award was approved by the
    Compensation Committee in February 2007 but granted in December
    2007.(9)
    
    Consists of an award providing for 13,062 DSUs (at threshold),
    26,124 DSUs (at target) or 52,248 DSUs (at maximum) based on
    performance against two-year cumulative EBITDA-based targets and
    achievement of individual goals. The award, including the
    performance targets upon which vesting is based, was approved by
    the Compensation Committee in February 2007 but granted in
    December 2007.(10)
    
    Mr. Stoklosa ceased to be Vice President and Chief
    Financial Officer of the Company on February 16, 2007 and
    his employment with the Company terminated on March 16,
    2007.(11)
    
    Mr. Surkamer commenced employment with the Company as Vice
    President of Operations on February 12, 2007 and became
    Chief Operating Officer-Sun-Times News Group on October 1,
    2007.(12)
    
    Consists of a grant of 89,844 DSUs that vests 33 1/3% on each of
    December 18, 2008, 2009 and 2010, subject to continued
    employment on that date.(13)
    
    Consists of a grant of 23,174 DSUs that vests 33 1/3% on each of
    February 13, 2008, 2009 and 2010, subject to continued
    employment on that date. The award was approved by the
    Compensation Committee in February 2007 but granted in December
    2007.(14)
    
    Consists of an award providing for 11,587 DSUs (at threshold),
    23,174 DSUs (at target) or 46,348 DSUs (at maximum) based on
    performance against two-year cumulative EBITDA-based targets and
    achievement of individual goals. The award, including the
    performance targets upon which vesting is based, was approved by
    the Compensation Committee in February 2007 but granted in
    December 2007.(15)
    
    Consists of a grant of 50,000 DSUs as a bonus for 2007 that
    vests 100% on December 12, 2008, subject to continued
    employment on that date.(16)
    
    Consists of a grant of 78,125 DSUs that vests 33 1/3% on each of
    December 18, 2008, 2009 and 2010, subject to continued
    employment on that date.(17)
    
    Consists of a grant of 15,449 DSUs that vests 33 1/3% on each of
    February 13, 2008, 2009 and 2010, subject to continued
    employment on that date. The award was approved by the
    Compensation Committee in February 2007 but granted in December
    2007.(18)
    
    Consists of an award providing for 7,725 DSUs (at threshold),
    15,449 DSUs (at target) or 30,898 DSUs (at maximum) based
    on performance against two-year cumulative EBITDA-based targets
    and achievement of individual goals. The award, including the
    performance targets upon which vesting is based, was approved by
    the Compensation Committee in February 2007 but granted in
    December 2007.(19)
    
    Mr. Martin commenced employment with the Company on
    January 22, 2007 and became Vice President of Advertising
    on June 12, 2007. Mr. Martins employment with
    the Company terminated on January 3, 2008.(20)
    
    Mr. Cruickshanks employment with the Company
    terminated on October 3, 2007.  Employment
    Agreements
    Terms
    of Freidheim Arrangement
   18




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##### Table of Contents



pro-rata
  Terms
    of Barker Arrangement
    Terms
    of Stoklosa Agreement
    Terms
    of Surkamer Arrangement
   19




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##### Table of Contents



Terms
    of McDonough Agreement
      Terms
    of Martin Arrangement
    Terms
    of Cruickshank Agreement
  Chicago Sun-Times
   20




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal 2007 Year-End
  Option Awards


Stock AwardsEquityEquity


IncentiveIncentive


PlanEquity














Plan


Awards:Incentive














Awards:


Market orPlan














Number of


PayoutAwards:














Unearned


Value ofNumber of


Number of


Number of








Number of


Market Value


Shares,


UnearnedSecurities


Securities


Securities








Shares or


of Shares


Units or


Shares,Underlying


Underlying


Underlying








Units of


or Units of


Other


Units orUnexercised


Unexercised


Unexercised


Option





Stock That


Stock


Rights That


Other RightsOptions


Options


Unearned


Exercise


Option


Have Not


That Have


Have Not


That Have(#)


(#)


Options


Price


Expiration


Vested


Not Vested


Vested


Not VestedName

Exercisable


Unexercisable


(#)


($/Sh)


Date


(#)


($)(1)


(#)(2)


($)(1)Cyrus F. Freidheim, Jr.






















586,364
(3)

$
1,290,001



100,000
(4)

$
220,000William G. Barker, III(5)






















164,192
(6)

$
361,222



13,062


$
28,736Gregory A. Stoklosa(7)


































Blair Richard Surkamer(8)






















113,018
(9)

$
248,640



11,587


$
25,491James D. McDonough






















143,574
(10)

$
315,863



7,725


$
16,995John J. Martin(11)


































John D. Cruickshank(12)


































     (1)
    
    Amounts are calculated based upon the per share closing price of
    the Class A common stock on December 31, 2007 of $2.20.(2)
    
    The amounts in this column (other than those for
    Mr. Freidheim (as to which see Note (4) to this table
    below)) consist of performance-vesting DSUs awarded pursuant to
    the Companys LTIP and 1999 Stock Incentive Plan on
    December 21, 2007. See  Compensation
    Discussion and Analysis  Our Compensation
    Decisions  Long Term Incentive Plan for a
    description of these awards. Amounts shown are based on
    achieving threshold performance under the DSU awards.(3)
    
    Consists of (i) the unvested portion (50,000 shares)
    of a grant of 100,000 shares of restricted Class A
    common stock that vest 50% on each of November 15, 2007 and
    November 15, 2008; (ii) 150,000 restricted shares that
    vest 100% on December 12, 2008; and (iii) 386,364 DSUs
    that vest 33 1/3% on each of December 18, 2008, 2009 and
    2010, in each case subject to continued employment on such date.(4)
    
    Consists of a grant in November 2006 of a stock
    opportunity award. See  Employment
    Agreements  Terms of Freidheim Arrangement for
    a description of this award. Amounts shown are based on
    achieving threshold performance under both portions of the stock
    opportunity award.(5)
    
    Mr. Barker commenced employment with the Company as Senior
    Vice President, Finance on February 19, 2007 and became
    Chief Financial Officer on March 16, 2007.(6)
    
    Consists of (i) 50,000 DSUs that vest 100% on
    December 12, 2008; (ii) 88,068 DSUs that vest 33 1/3%
    on each of December 18, 2008, 2009 and 2010; and
    (iii) 26,124 DSUs that vest 33 1/3% on each of
    February 13, 2008, 2009 and 2010, in each case subject to
    continued employment on such date.(7)
    
    Mr. Stoklosa ceased to be Vice President and Chief
    Financial Officer of the Company on February 16, 2007 and
    his employment with the Company terminated on March 16,
    2007.(8)
    
    Mr. Surkamer commenced employment with the Company as Vice
    President of Operations on February 12, 2007 and became
    Chief Operating Officer-Sun-Times News Group on October 1,
    2007.(9)
    
    Consists of (i) 89,844 DSUs that vest 33 1/3% on each of
    December 18, 2008, 2009 and 2010; and (ii) 23,174 DSUs
    that vest 33 1/3% on each of February 13, 2008, 2009 and
    2010, in each case subject to continued employment on such date.(10)
    
    Consists of (i) 50,000 DSUs that vest 100% on
    December 12, 2008; (ii) 78,125 DSUs that vest 33 1/3%
    on each of December 18, 2008, 2009 and 2010; and
    (iii) 15,449 DSUs that vest 33 1/3% on each of
    February 13, 2008, 2009 and 2010, in each case subject to
    continued employment on such date. 21




---



##### Table of Contents



(11)
    
    Mr. Martin commenced employment with the Company on
    January 22, 2007 and became Vice President of Advertising
    on June 12, 2007. Mr. Martins employment with
    the Company terminated on January 3, 2008. Mr. Martin
    was not granted any equity awards during his employment with the
    Company.(12)
    
    Mr. Cruickshanks employment with the Company
    terminated on October 3, 2007 and all of his unvested
    equity-based awards were forfeited on such date.  Option
    Exercises and Stock Vested
  Option Awards


Stock AwardsNumber of Shares


Value Realized on


Number of Shares


Value RealizedAcquired on Exercise


Exercise


Acquired on Vesting


on VestingName

(#)


($)


(#)


($)(1)Cyrus F. Freidheim, Jr.










50,000


$
87,000William G. Barker, III














Gregory A. Stoklosa














Blair Richard Surkamer














James D. McDonough










7,474
(2)

$
33,259John J. Martin














John D. Cruickshank










25,784
(2)

$
114,739     (1)
    
    Amounts are calculated based upon the per share closing price of
    the Class A common stock on the applicable vesting date.(2)
    
    Represents DSUs granted in 2005, the vesting of which
    accelerated on August 1, 2007 as a result of a change in
    control of the Company occasioned by the Companys
    controlling stockholder appointing a new majority of the
    Companys Board of Directors.  Potential
    Payments Upon Termination or Change of Control
    Named
    Executive Officers Who Are Still Employed With the
    Company
  Mr. Freidheim
  12-month 12-month
 22




---



##### Table of Contents




    the acquisition of securities of the Company representing more
    than fifty percent (50%) of the combined voting power of the
    Companys then outstanding securities; or
    the members of the Board of Directors as of the date on which
    Mr. Freidheims employment began (the Effective
    Date) and any new directors whose election by the Board or
    nomination by the Board for election was approved by a vote of a
    least two-thirds of the directors then still in office who
    either were in office on the Effective Date or whose election or
    nomination for election was previously so approved ceasing for
    any reason to constitute at least a majority of the Board;
    the adoption, enactment or effectiveness of any action that
    materially limits or diminishes the power or authority of the
    Companys board of directors or any committee thereof, if
    such action has not been approved by a vote of a least
    two-thirds of the directors then still in office who either were
    in office on the Effective Date or whose election or nomination
    for election was previously so approved ceasing for any reason
    to constitute at least a majority of the Board; or
    the consummation of, or the execution of a definitive agreement
    the consummation of which would result in, a reorganization,
    merger or consolidation, or sale or other disposition of all or
    substantially all of the assets of the Company to an
    unaffiliated buyer; or
    the consummation of a complete liquidation or dissolution of the
    Company.    Mr. Barker
  nolo contendere
   23




---



##### Table of Contents



and
    Mr. Surkamer
        Mr. McDonough
   24




---



##### Table of Contents



24-month
     25




---



##### Table of Contents



Estimated
    Value of Benefits to be Received Upon Involuntary Separation Not
    Related to a Change of Control
    Health and Welfare


Total Value ofValue of Unvested


Benefit


all PaymentsCash Payment


Equity Awards


Continuation


and BenefitsName

($)


($)


($)


($)Cyrus F. Freidheim, Jr.

$
680,000


$
723,334
(1)

$
5,469


$
1,408,803William G. Barker, III

$
542,500






$
16,431


$
558,931Blair Richard Surkamer

$
395,313






$
16,649


$
411,962James D. McDonough

$
550,000


$
178,622
(2)

$
10,286


$
738,908     (1)
    
    Reflects accelerated vesting of 200,000 shares of
    restricted stock and 128,788 DSUs using the per share closing
    price of the Class A common stock on December 31, 2007
    of $2.20. If Mr. Freidheims employment is terminated
    by the Company (other than for cause or due to death or
    disability), he has 12 months from the date of termination
    to earn his stock opportunity award. None of the targets for the
    stock opportunity award had been met as of December 31,
    2007. If all the targets for the stock opportunity award were to
    be met by December 31, 2008, Mr. Freidheim would earn
    an additional 300,000 shares of Class A common stock,
    which, using the per share closing price of the Class A
    common stock on December 31, 2007 of $2.20, would be valued
    at $660,000.(2)
    
    Reflects accelerated vesting of 76,042 DSUs using the per share
    closing price of the Class A common stock on
    December 31, 2007 of $2.20. In addition, Mr. McDonough
    was granted an award providing for 7,725 DSUs (at threshold),
    15,449 DSUs (at target) or 30,898 DSUs (at maximum) based on
    performance against EBITDA-based targets for the two-year period
    ending December 31, 2008 and achievement of individual
    goals. The McDonough Agreement provides that all unvested
    equity-based awards which, in accordance with applicable vesting
    schedules would have vested during one-year period following an
    involuntary termination other than for cause, death or
    disability will become fully vested and payable. If the targets
    for the performance-vesting DSUs were to be met by
    December 31, 2008, Mr. McDonough would earn an
    additional 15,449 DSUs, which, using the per share closing price
    of the Class A common stock on December 31, 2007 of
    $2.20, would be valued at $33,988.  Estimated
    Value of Benefits to be Received Upon a Qualifying Termination
    following a Change of Control
    Total Value ofCash


Value of Unvested


Health and Welfare


all PaymentsPayment


Equity Awards


Benefit Continuation


and BenefitsName

($)


($)(1)


($)


($)Cyrus F. Freidheim, Jr.

$
1,360,000


$
1,290,001
(2)

$
5,469


$
2,655,470William G. Barker, III

$
1,085,000


$
418,695


$
32,862


$
1,536,557Blair Richard Surkamer

$
711,563


$
299,622


$
33,298


$
1,044,483James D. McDonough

$
962,500


$
349,851


$
20,572


$
1,332,923     (1)
    
    Amounts are calculated based upon the value of shares the
    vesting of which would accelerate using the per share closing
    price of the Class A common stock on December 31, 2007 of
    $2.20.(2)
    
    Reflects accelerated vesting of 200,000 shares of
    restricted stock and 386,364 DSUs using the per share closing
    price of the Class A common stock on December 31, 2007
    of $2.20. If, within 24 months after a change of 26




---



##### Table of Contents



control, Mr. Freidheims employment is terminated by
    the Company without cause or by Mr. Freidheim for good
    reason, he has 12 months from the date of termination to
    earn his stock opportunity award. None of the targets for the
    stock opportunity award had been met as of December 31,
    2007. If all the targets for the stock opportunity award were to
    be met by December 31, 2008, Mr. Freidheim would earn
    an additional 300,000 shares of Class A common stock,
    which, using the per share closing price of the Class A
    common stock on December 31, 2007 of $2.20, would be valued
    at $660,000.    Named
    Executive Officers Who Are No Longer Employed With the
    Company
  Mr. Stoklosa
    gross-up gross-up
  Mr. Martin
   27




---



##### Table of Contents



Mr. Cruickshank
    Value of
    Benefits Received Upon Termination
    Health and Welfare


Total Value ofValue of Unvested


Benefit


all PaymentsCash Payment


Equity Awards


Continuation


and BenefitsName

($)


($)


($)


($)Gregory A. Stoklosa

$
1,286,021


$
70,114
(1)

$
74,892


$
1,431,027John J. Martin

$
309,375






$
16,583


$
325,958John D. Cruickshank

$
23,672










$
23,672     (1)
    
    Amount is calculated based upon the value of shares that vested
    as a result of termination using the per share closing price of
    the Class A common stock on the date of termination.  Directors
    Compensation
     28




---



##### Table of Contents



Fees Earned or Paidin Cash


Stock Awards


TotalName

($)


($)(1)


($)Current DirectorsWilliam Aziz(2)










Brent D. Baird(2)

$
8,500


$
24,891


$
33,391Albrecht W.A. Bellstedt(2)

$
16,417


$
14,474


$
30,891Herbert A. Denton(3)

$
64,000


$
36,247


$
100,247Peter Dey(2)

$
19,417


$
14,474


$
33,891Cyrus F. Freidheim, Jr.










Edward Hannah(2)(4)

$
16,417






$
16,417Gordon A. Paris

$
185,500


$
39,996


$
225,496Graham W. Savage

$
175,000


$
39,996


$
214,996Raymond G.H. Seitz

$
233,250


$
150,000


$
383,250G. Wesley Voorheis(2)










Former DirectorsJohn F. Bard(2)

$
83,334


$
26,187


$
107,891John M. OBrien(2)

$
80,417


$
26,189


$
104,976Raymond S. Troubh(2)

$
35,917


$
40,779


$
74,100     (1)
    
    The amounts reflect the dollar amount recognized for financial
    statement reporting purposes for the fiscal year ended
    December 31, 2007 in accordance with
    SFAS No. 123R with respect to DSUs, which are issuable
    in the form of shares upon the termination of a directors
    service as a member of the Board. These amounts also reflect the
    grant date fair value of the DSUs granted to directors in 2007
    (computed in accordance with SFAS No. 123R).
    Assumptions used in the calculation of these amounts are
    included in Note 14 to the Companys audited financial
    statements for the fiscal year ended December 31, 2007
    included in the Companys Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 12, 2008.(2)
    
    On August 1, 2007, Hollinger Inc., the Companys
    controlling stockholder, removed Messrs. Bard, OBrien
    and Troubh as directors of the Company and elected
    Messrs. Aziz, Baird, Bellstedt, Dey, Hannah and Voorheis as
    directors of the Company. 29




---



##### Table of Contents



(3)
    
    Mr. Denton was elected as a director of the Company on
    February 24, 2007.(4)
    
    On March 31, 2008, Mr. Hannah was issued 5,953 DSUs in
    respect of his service on the Board of Directors from
    August 1, 2007 through December 31, 2007. Because
    these DSUs were not issued until March 31, 2008, no expense
    was recognized for financial statement reporting purposes for
    the fiscal year ended December 31, 2007 with respect to
    such DSUs.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Class and Total Number of Shares

PercentName and Address

Beneficially Owned(1)

of ClassHollinger Inc. and affiliates(2)


15,772,923
#


Class A Common



19.6
%10 Toronto Street


14,990,000



Class B Common



100
%Toronto, Ontario 
    M5C 2B7 CanadaK Capital Partners, LLC(3)


8,121,312



Class A Common



12.4
%75 Park Plaza 
    Boston, MA 02116Franklin Mutual Advisors LLC(4)


5,709,141



Class A Common



8.7
%101 John F. Kennedy Parkway 
    Short Hills, NJ 07078Morgan Stanley(5)


5,224,328



Class A Common



8.0
%1585 Broadway 
    New York, NY 10036Tweedy, Browne Company LLC(6)


4,627,869



Class A Common



7.1
%350 Park Avenue 
    New York, NY 10022Davidson Kempner Partners(7)


4,602,222



Class A Common



7.0
%65 East 55th Street, 19th Floor 
    New York, NY 10022William Aziz






Class A Common



*Brent D. Baird(8)


188,366



Class A Common



*William G. Barker III


20,232



Class A Common



*Albrecht W.A. Bellstedt


24,313



Class A Common



*John D. Cruickshank


29,816



Class A Common



*Herbert A. Denton(9)


65,743



Class A Common



*Peter J. Dey


24,313



Class A Common



*Cyrus F. Freidheim, Jr.


237,505



Class A Common



*Edward C. Hannah


24,313



Class A Common



*Thomas L. Kram


9,245



Class A Common



*John J. Martin






Class A Common



*James D. McDonough


24,269



Class A Common



*Gordon A. Paris


259,298



Class A Common



*Graham W. Savage


37,831



Class A Common



*Raymond G.H. Seitz


114,935



Class A Common



*Gregory A. Stoklosa


15,601



Class A Common



*Blair Richard Surkamer


21,262



Class A Common



*G. Wesley Voorheis






Class A Common



*All current directors and executive officers as a group
    (15 persons)(10)


1,051,625



Class A Common



1.6
%     #
    
    Includes shares issuable upon conversion of Class B Common
    Stock.*
    
    An asterisk (*) indicates less than one percent of a class of
    stock. 30




---



##### Table of Contents



(1)
    
    Includes 320,829 shares currently issuable pursuant to DSUs
    as follows: Mr. Baird 28,599 shares;
    Mr. Bellstedt 24,313 shares; Mr. Denton
    29,243 shares; Mr. Dey 24,313 shares;
    Mr. Freidheim 7,277 shares; Mr. Hannah
    24,313 shares; Mr. Paris 30,005 shares;
    Mr. Savage 37,831 shares, and Mr. Seitz
    114,935 shares.. Includes 88,148 shares of restricted
    stock as to which restrictions will lapse within 60 days as
    follows: Mr. Barker 7,750 shares; Mr. Freidheim
    65,614 shares; Mr. McDonough 6,875 shares, and
    Mr. Surkamer 7,907 shares.(2)
    
    As reported in Schedule 13D filed with the SEC on
    March 27, 2008. Includes:
    (i)2,000,000 shares of Class A Common
    Stock (Class A Shares) issuable upon conversion
    of 2,000,000 shares of Class B Common Stock
    (Class B Shares) held by Hollinger Inc.
    (Hollinger); (ii)12,990,000
    Class A Shares issuable upon conversion of 12,990,000
    Class B Shares held by 4322525 Canada Inc. (Canada
    Co.), an indirect wholly owned subsidiary of Hollinger
    Inc.; and (iii)782,923 shares of Class A
    Shares held by Canada Co. Through the multiple-voting nature of
    the Class B Shares, Hollinger and its subsidiaries, Sugra
    Ltd. And Canada Co. (collectively, the Applicants)
    have voting control over the Company. Upon approval of the
    Ontario Superior Court of Justice (the Ontario
    Court) and the United States Bankruptcy Court for the
    District of Delaware (collectively, the Court
    Approvals), the Ontario Court shall authorize and direct
    the Applicants, the Company and any other party to take steps
    necessary to convert all of these Class B Shares into
    Class A Shares on a
    one-for-one
    basis. Subject to the CCAA Plan (as defined in the
    Schedule 13D) being accepted by the requisite majorities of
    the Applicants creditors, upon Plan Implementation (as
    defined in the Schedule 13D), and subject to approval by
    the Companys Board of Directors and, if required, the
    Companys stockholders, the Company will issue and deliver
    to Hollinger Inc. an additional 1,499,000 Class A Shares,
    providing Hollinger with a total of 16,489,000 Class A
    Shares for the converted Class B Shares (a conversion rate
    of 1.1:1). If the Court Approvals are obtained and the CCAA Plan
    is rejected, Hollinger will receive only the 14,990,000
    Class A Shares received upon conversion of its Class B
    Shares, representing a 1:1 conversion. No assurances can be
    given that the Court Approvals will be obtained or that the CCAA
    Plan will be approved or implemented.(3)
    
    As reported in Schedule 13D filed with the SEC on
    March 27, 2008.(4)
    
    As reported in Schedule 13G filed with the SEC on
    January 30, 2008.(5)
    
    As reported in Schedule 13G filed with the SEC on
    February 14, 2008.(6)
    
    As reported in Schedule 13D filed with the SEC on
    March 28, 2008. Tweedy Browne has investment discretion
    with respect to 4,627,869 shares of Class A Common
    Stock held in the accounts of various customers of Tweedy
    Browne, and has shared power to dispose or direct the
    disposition of all such shares. Tweedy Browne has sole power to
    vote or to direct the voting of 4,627,464 shares of
    Class A Common Stock that are held in certain customer
    accounts.(7)
    
    As reported in Schedule 13G filed with the SEC on
    January 28, 2008.(8)
    
    Includes 110,667 shares of Class A Common Stock
    directly owned by Mr. Baird and 49,500 shares held by
    Trubee, Collins & Co., a self-directed pension fund.(9)
    
    Includes 36,500 shares of Class A Common Stock held by
    Providence Recovery Partners, L.P., of which Mr. Denton is
    the Managing Partner.(10)
    
    The current directors and executive officers as a group
    (15 persons) are the beneficial owners of
    1,051,625 shares of Class A Common Stock (which
    includes 642,648 owned shares, 320,829 shares issuable
    pursuant to DSUs and 88,148 shares of restricted stock as
    to which restrictions will lapse within 60 days). Certain
    former directors and officers may still hold Retractable Common
    Shares of Hollinger Inc. (Retractable Shares)
    (discussed below), which are exchangeable at the option of
    Hollinger Inc. for shares of the Companys Class A
    Common Stock. The Company is currently unable to determine the
    exact amount of Retractable Shares currently held by current and
    former directors and officers, but it is believed that Ravelston
    and certain direct and indirect subsidiaries hold 78.3% of the
    outstanding Retractable Shares. Messrs. Cruickshank, Martin
    and Stoklosa served as executive officers of the Company during
    2007 but their employment with the Company was terminated prior
    to the date hereof. Accordingly, because this line item reflects
    the beneficial ownership of our current directors and executive
    officers, the beneficial ownership of Messrs. Cruickshank,
    Martin and Stoklosa is not included herein. 31




---



##### Table of Contents



Pledges
    of Securities
          one-for-one and/or
  Shareholder
    Rights Plan
   32




---



##### Table of Contents



Equity
    Compensation Plan Information
  Number of Securities





Number of Securitiesto Be Issued Upon


Weighted-Average


Remaining AvailableExercise of


Exercise Price of


for Future IssuanceOutstanding Options,


Outstanding Options,


Under EquityPlan Category

Warrants and Rights


Warrants and Rights


Compensation Plans(a)Equity compensation plans approved by security holders


395,725


$
8.19



1,945,755Equity compensation plans not approved by security holders










Total


395,725


$
8.19



1,945,755     (a)
    
    Excluding the securities reflected to be issued upon exercise of
    outstanding options, warrants and rights.  Form 10-K,
 33




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Loan to
    Subsidiary of Hollinger Inc.
    
    $25.8 million of the loan was repaid by the Hollinger Inc.
    subsidiary by application of amounts due to it with respect to
    the repurchase of shares of Class A Common Stock and
    redemption of shares of Series E Preferred Stock by the
    Company; and
    The remaining indebtedness of $20.4 million under the loan,
    according to the Companys then incorrect calculation, was
    subordinated in right of payment to the Hollinger Inc. 11
    7/8% Senior Secured Notes and bears interest at a rate of
    14.25% if paid in cash and 16.5% if paid in kind.      Special
    Committee Costs; Advancement of Legal Fees
    Director
    Independence
   34




---



##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services  de
    minimis
      Audit Services.
  Audit Related Services.
  Tax Services.
  Other Services. engagement-by-engagement
    2007


2006Audit fees(1)

$
5,500,000


$
5,507,000Audit-related fees






Total audit and audit related fees


5,500,000



5,507,000Tax fees(2)


587,000



1,321,000All other fees






Total fees

$
6,087,000


$
6,828,000     (1)
    
    Audit fees for 2007 and 2006 include fees for the annual audit
    and quarterly reviews.(2)
    
    Tax fees consist of fees for assistance with tax compliance
    matters, assistance with federal, state and international tax
    planning matters and assistance with examinations by taxing
    authorities.  de minimis Section 2-01(c)(7)(i)(c) Regulation S-X
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Documents filed as part of this report
  List of Exhibits
 35




---



##### Table of Contents



ExhibitNo.

Description of Exhibit

Prior Filing3
.1

Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 to the Annual Report on
    Form 10-K for the year ended December 31, 2003 filed on January
    18, 2005.3
.1.2

Certificate of Amendment to Restated Certificate of
    Incorporation.

Incorporated by reference to Exhibit 3.1.2 to the Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2006 filed on
    August 9, 2006.3
.2

Bylaws of Hollinger International Inc., as amended.

Incorporated by reference to Exhibit 3.2 to the Annual Report on
    Form 10-K for the year ended December 31, 2003 filed on January
    18, 2005.4
.1

Rights Agreement between Hollinger International Inc. and Mellon
    Investor Services LLC as Rights Agent, dated as of
    January 25, 2004.

Incorporated by reference to Exhibit 4.1 to Item 5 of the
    Current Report on Form 8-K dated January 26, 2004.4
.2

Amendment No. 1 to the Rights Agreement between Hollinger
    International Inc. and Mellon Investor Services LLC as Rights
    Agent, dated May 10, 2005.

Incorporated by reference to Exhibit 4.1 to Item 1.01 of the
    Current Report on Form 8-K dated May 11, 2005.4
.3

Amendment No. 2 to the Rights Agreement between Sun-Times
    Media Group, Inc. (f/k/a Hollinger International Inc.) and
    Mellon Investor Services LLC as Rights Agent, dated
    July 23, 2007.

Incorporated by reference to Exhibit 4.1 to Item 1.01 of the
    Current Report on Form 8-K dated July 26, 2007.10
.1

Facilitation Agreement by and between Hollinger International
    Inc., Hollinger Canadian Newspapers, Limited Partnership,
    3815668 Canada Inc., Hollinger Canadian Publishing Holdings Co.,
    HCN Publications Company and CanWest Global Communications Corp.
    dated as of October 7, 2004.

Incorporated by reference to Exhibit 10.2 of the Annual Report
    on Form 10-K for the year ended December 31, 2003 filed on
    January 18, 2005.10
.2

Agreement dated November 15, 2003 between Conrad M. Black
    and Hollinger International Inc.

Incorporated by reference to Exhibit 99.1 to Item 5 of the
    Current Report on Form 8-K dated January 6, 2004.10
.3

Business Opportunities Agreement between Hollinger Inc. and
    Hollinger International Inc., as amended and restated as of
    February 7, 1996.

Incorporated by reference to Exhibit 10.19 to the Annual Report
    on Form 10-K for the year ended December 31, 2003 filed on
    January 18, 2005.10
.4

Agreement, dated as of May 12, 2005, by and between
    Hollinger International Inc. and RSM Richter Inc., in its
    capacity as court appointed receiver and monitor of Ravelston
    Corporation Limited and Ravelston Management, Inc.

Incorporated by reference to Exhibit 10.7 to the Annual Report
    on Form 10-K for the year ended December 31, 2005 filed on March
    31, 2006.10
.5

Amended Agreement of Compromise and Release of Outside Director
    Defendants Conditioned on Entry of Appropriate Order dated
    June 27, 2005.

Incorporated by reference to Exhibit 10.8 to the Annual Report
    on Form 10-K for the year ended December 31, 2005 filed on March
    31, 2006.10
.6

Amended and Restated Employment Agreement by and between Gordon
    A. Paris and Hollinger International Inc. dated as of
    January 31, 2006.

Incorporated by reference to Exhibit 10.14 to the Annual Report
    on Form 10-K for the year ended December 31, 2005 filed on March
    31, 2006.10
.7

Amended and Restated Deferred Stock Unit Agreement between
    Gordon A. Paris and Hollinger International Inc. dated as of
    January 31, 2006.

Incorporated by reference to Exhibit 10.21 to the Annual Report
    on Form 10-K for the year ended December 31, 2005 filed on March
    31, 2006.10
.8

Form of Hollinger International Inc. Deferred Stock Unit
    Agreement.

Incorporated by reference to Exhibit 99.1 to Item 8.01 of the
    Current Report on Form 8-K dated February 22, 2005.10
.9

Amended Form of Hollinger International Inc. Deferred Stock Unit
    Agreement.

Incorporated by reference to Exhibit 99.2 to Item 1.01 of the
    Current Report on Form 8-K dated January 25, 2006. 36




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##### Table of Contents



ExhibitNo.

Description of Exhibit

Prior Filing10
.10

Summaries of Principal Terms of 2004 Key Employee Retention Plan
    and Key Employee Severance Program.

Incorporated by reference to Exhibit 10.25 to the Annual Report
    on Form 10-K for the year ended December 31, 2003 filed on
    January 18, 2005.10
.11

Hollinger International Inc. 1999 Stock Incentive Plan.

Incorporated by reference to Annex A to the Report on Form DEF
    14A dated March 24, 1999.10
.12

Hollinger International Inc. 1997 Stock Incentive Plan.

Incorporated by reference to Annex A to the Report on Form DEF
    14A dated March 28, 1997.10
.13

American Publishing Company 1994 Stock Option Plan.

Incorporated by reference to Exhibit 10.10 to the Registration
    Statement on Form S-1
    (No. 33-74980).10
.14

Agreement of Compromise and Release among Cardinal Value Equity
    Partners, L.P., Hollinger International Inc., Dwayne O. Andreas,
    Richard R. Burt, Raymond G. Chambers, Henry A. Kissinger,
    Marie-Josee Kravis, Shmuel Meitar, Robert S. Strauss, A. Alfred
    Taubman, James R. Thompson, Lord Weidenfeld of Chelsea, Leslie
    H. Wexner, Gordon A. Paris, Graham W. Savage and Raymond G.H.
    Seitz dated May 4, 2005.

Incorporated by reference to Exhibit 10.1 to Item 1.01 of the
    Current Report on Form 8-K dated May 5, 2005.10
.15

Hollinger International Inc. 2006 Long-Term Incentive Plan.

Incorporated by reference to Exhibit 99.1 to Item 1.01 of the
    Current Report on Form 8-K dated January 25, 2006.10
.16

Separation Agreement between Sun-Times Media Group, Inc. and
    Gordon A. Paris dated September 13, 2006.

Incorporated by reference to Exhibit 10.1 to the Quarterly
    Report on Form 10-Q for the quarter ended September 30,
    2006 filed on November 9, 2006.10
.17

Amendment, dated November 14, 2006, to Separation Agreement
    between Sun-Times Media Group, Inc. and Gordon A. Paris dated
    September 13, 2006.

Incorporated by reference to Exhibit 99.2 to Item 5.02 of the
    Current Report on Form 8-K dated November 15, 2006.10
.18

Separation Agreement between Sun-Times Media Group, Inc. and
    James Van Horn dated September 13, 2006.

Incorporated by reference to Exhibit 10.2 to the Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2006
    filed on November 9, 2006.10
.19

Separation Agreement between Sun-Times Media Group, Inc. and
    Robert T. Smith dated September 13, 2006.

Incorporated by reference to Exhibit 10.3 to the Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2006
    filed on November 9, 2006.10
.20

Description of Material Terms of Compensation of Cyrus F.
    Freidheim, Jr. dated November 14, 2006.

Incorporated by reference to Exhibit 99.1 to Item 5.02 of the
    Current Report on Form 8-K dated November 15, 2006.10
.21

Description of Material Terms of Compensation of William
    Barker III dated February 28, 2007.

Incorporated by reference to Exhibit 10.35 of the Annual Report
    on Form 10-K for the year ended December 31, 2006.10
.22

Key Employee Severance Program Participation Agreement between
    Sun-Times Media Group, Inc. and William G. Barker III dated
    April 10, 2007.

Incorporated by reference to Exhibit 10.5 to the Quarterly
    Report for the quarter ended March 31, 2007.10
.23

Release and Settlement Agreement between F. David Radler and
    Sun-Times Media Group, Inc., dated March 16, 2007

Incorporated by reference to Exhibit 99.1 of the Current Report
    on Form 8-K filed on March 22, 2007.10
.24

Release and Settlement Agreement between North America
    Newspapers Ltd. f/k/a FD Radler Ltd. and Sun-Times Media Group,
    Inc., dated March 16, 2007

Incorporated by reference to Exhibit 99.2 of the Current Report
    on Form 8-K filed on March 22, 2007. 37




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##### Table of Contents



ExhibitNo.

Description of Exhibit

Prior Filing10
.25

Release and Settlement Agreement between Bradford Publishing
    Company and Sun-Times Media Group, Inc., dated March 16,
    2007

Incorporated by reference to Exhibit 99.3 of the Current Report
    on Form 8-K filed on March 22, 2007.10
.26

Release and Settlement Agreement between Horizon Publications
    Inc., et al. and Sun-Times Media Group, Inc., dated
    March 16, 2007

Incorporated by reference to Exhibit 99.4 of the Current Report
    on Form 8-K filed on March 22, 2007.10
.27

Employment Agreement between Sun-Times Media Group, Inc. and
    James D. McDonough, dated December 14, 2006

Incorporated by reference to Exhibit 10.36 of the Annual Report
    on Form 10-K for the year ended December 31, 2006.10
.28

Key Employee Severance Program Participation Agreement between
    Sun-Times Media Group, Inc. and Thomas L. Kram, dated
    October 20, 2006.

Incorporated by reference to Exhibit 10.37 of the Annual Report
    on Form 10-K for the year ended December 31, 2006.10
.29

Distribution Agreement between The Sun-Times Company and Chicago
    Tribune Company, dated August 8, 2007

Incorporated by reference to Exhibit 10.1 to the Quarterly
    Report for the quarter ended September 30, 2007.10
.30

Sun-Times Media Group, Inc Amended and Restated 1999 Stock
    Incentive Plan.

Incorporated by reference to Appendix A to the Report on Form
    DEF 14A dated May 14, 2007.10
.31

Offer Letter from Sun-Times Media Group, Inc. to William
    Barker III dated February 28, 2007.10
.32

Offer Letter from Sun-Times Media Group, Inc. to Rick Surkamer
    dated January 12, 2007.10
.33

Key Employee Severance Program Participation Agreement between
    Sun-Times Media Group, Inc. and Rick Surkamer dated January 2007.10
.34

Offer Letter from Sun-Times Media Group, Inc. to John J. Martin
    dated January 5, 2007.10
.35

Key Employee Severance Program Participation Agreement between
    Sun-Times Media Group, Inc. and John J. Martin dated
    January 22, 2007.21
.1*

Significant Subsidiaries of Sun-Times Media Group, Inc.23
.1*

Consent of Independent Registered Public Accounting Firm.31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a).31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a).32
.1

Certificate of Chief Executive Officer pursuant to
    Rule 13a-14(b)
    and Section 1350 of Chapter 63 of Title 18 of the
    United States Code.32
.2

Certificate of Chief Financial Officer pursuant to
    Rule 13a-14(b)
    and Section 1350 of Chapter 63 of Title 18 of the
    United States Code.     *
    
    Previously filed 38




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##### Table of Contents



SIGNATURES
  Form 10-K/A
     By:
    /s/  CYRUS
    F. FREIDHEIM, JR.   President and Chief Executive Officer
   39